<Page>
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-04015
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Eaton Vance Mutual Funds Trust
------------------------------
(Exact Name of registrant as Specified in Charter)
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
-----------------------------------------------------------------------
(Address of Principal Executive Offices)
Alan R. Dynner
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
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(Name and Address of Agent for Services)
(617) 482-8260
--------------
(registrant's Telephone Number)
April 30
--------
Date of Fiscal Year End
April 30, 2004
--------------
Date of Reporting Period
<Page>
ITEM 1. REPORTS TO STOCKHOLDERS
- -<Page>
[EATON VANCE(R) MANAGED INVESTMENTS LOGO]
[GRAPHIC]
ANNUAL REPORT APRIL 30, 2004
[GRAPHIC]
EATON VANCE TAX-MANAGED DIVIDEND INCOME FUND
[GRAPHIC]
<Page>
EATON VANCE FUNDS
EATON VANCE MANAGEMENT
BOSTON MANAGEMENT AND RESEARCH
EATON VANCE DISTRIBUTORS, INC.
PRIVACY NOTICE
The Eaton Vance organization is committed to ensuring your financial privacy.
This notice is being sent to comply with privacy regulations of the
Securities and Exchange Commission. Each of the above financial institutions
has in effect the following policy with respect to nonpublic personal
information about its customers:
- Only such information received from you, through application forms or
otherwise, and information about your Eaton Vance fund transactions will be
collected.
- None of such information about you (or former customers) will be disclosed
to anyone, except as permitted by law (which includes disclosure to
employees necessary to service your account).
- Policies and procedures (including physical, electronic and procedural
safeguards) are in place that are designed to protect the confidentiality
of such information.
For more information about Eaton Vance's privacy policies,
call: 1-800-262-1122.
IMPORTANT NOTICE
REGARDING DELIVERY OF
SHAREHOLDER DOCUMENTS
The Securities and Exchange Commission permits funds to deliver only one copy
of shareholder documents, including prospectuses, proxy statements and
shareholder reports, to fund investors with multiple accounts at the same
residential or post office box address. This practice is often called
"householding" and it helps eliminate duplicate mailings to shareholders.
EATON VANCE, OR YOUR FINANCIAL ADVISER, MAY HOUSEHOLD THE MAILING OF YOUR
DOCUMENTS INDEFINITELY UNLESS YOU INSTRUCT EATON VANCE, OR YOUR FINANCIAL
ADVISER, OTHERWISE.
If you would prefer that your Eaton Vance documents not be householded,
please contact Eaton Vance at 1-800-262-1122, or contact your financial
adviser.
Your instructions that householding not apply to delivery of your Eaton Vance
documents will be effective within 30 days of receipt by Eaton Vance or your
financial adviser.
From time to time, funds are required to vote proxies related to the securities
held by the funds. The Eaton Vance Funds or their underlying Portfolios vote
proxies according to a set of policies and procedures approved by the Funds' and
Portfolios' Boards. You may obtain a description of these policies and
procedures without charge, upon request, by calling 1-800-262-1122. This
description is also available on the Securities and Exchange Commission's
website at http://www.sec.gov.
<Page>
EATON VANCE TAX-MANAGED DIVIDEND INCOME FUND as of April 30, 2004
LETTER TO SHAREHOLDERS
[PHOTO OF THOMAS E. FAUST JR.]
Thomas E. Faust Jr.
President
We are pleased to welcome shareholders of Eaton Vance Tax-Managed Dividend
Income Fund (the "Fund"), the first equity income fund designed to take
advantage of new favorable tax rates on dividend income. The Fund's investment
objective is to achieve after-tax total return for its shareholders. The Fund
invests primarily in a diversified portfolio of common and preferred stocks that
pay dividends that qualify for federal income taxation at long-term capital
gains rates.
For the period from inception on May 30, 2003, through April 30, 2004, the
Fund's Class A shares had a return of 9.44%. That return was the result of an
increase in net asset value (NAV) per share from $10.00 on May 30, 2003, to
$10.64 on April 30, 2004, and a distribution of $0.297 per share in dividend
income.(1) The Fund's Class B shares had a return of 8.79% for the same period,
the result of an increase in NAV per share from $10.00 to $10.63, and a
distribution of $0.243 per share in dividend income.(1) The Fund's Class C
shares had a return of 8.79% for the same period, the result of an increase in
NAV per share from $10.00 to $10.63, and a distribution of $0.243 per share in
dividend income.(1) (SEE PAGE 5 FOR MORE PERFORMANCE INFORMATION.)
WITH TODAY'S LOWER TAX RATES, IT IS STILL IMPORTANT FOR INVESTORS TO CONSIDER
TAX EFFECTS...
A year ago, Congress passed legislation that included several provisions that
affect individual investors. The most important aspects of the Jobs and Growth
Tax Relief Reconciliation Act of 2003 for individuals are a lowering of tax
rates for ordinary income and long-term capital gains and a change in the tax
treatment of qualifying dividend income, which is now taxed at the same rates as
long-term capital gains, rather than as ordinary income.
The biggest change for equity investors is that qualifying dividend income is
now taxed at much lower rates than other investment income and short-term gains
(maximum rate of 15% vs. 35%). The spread between short-term and long-term
capital gains tax rates has also increased. These changes increase the
importance of achieving a mix of returns that emphasizes long-term gains and
qualifying dividends over less favorably taxed short-term gains and
non-qualifying dividends and other investment income. Deferring taxes on
long-term gains continues to be of significant value, particularly for investors
with longer time horizons and for assets earmarked for inheritance.
Taxes continue to be the single largest cost borne by long-term equity
investors. Strategies to help minimize tax effects can add real value to taxable
accounts. Just as before, it makes sense for taxpayers to invest in funds that
share their objective of after-tax returns.
Sincerely,
/s/ Thomas E. Faust Jr.
Thomas E. Faust Jr.
President
June 4, 2004
(1) Returns do not include the 5.75% maximum sales charge for the Fund's Class
A shares or the applicable contingent deferred sales charges (CDSC) for
Class B and Class C shares. If the sales charge was deducted, the
performance would be reduced.
Past performance is no guarantee of future results. Returns are historical
and are calculated by determining the percentage change in net asset value
with all distributions reinvested. Investment return and principal value
will fluctuate so that shares, when redeemed, may be worth more or less
than their original cost. Performance is for the stated time period only;
due to market volatility, the Fund's current performance may be lower or
higher than the quoted return. For the Fund's performance as of the most
recent month-end, please refer to www.eatonvance.com.
MUTUAL FUND SHARES ARE NOT INSURED BY THE FDIC AND ARE NOT DEPOSITS OR OTHER
OBLIGATIONS OF, OR GUARANTEED BY, ANY DEPOSITORY INSTITUTION. SHARES ARE SUBJECT
TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF PRINCIPAL INVESTED.
2
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EATON VANCE TAX-MANAGED DIVIDEND INCOME FUND as of April 30, 2004
MANAGEMENT DISCUSSION
AN INTERVIEW WITH MICHAEL R. MACH AND JUDITH A. SARYAN, PORTFOLIO MANAGERS OF
EATON VANCE TAX-MANAGED DIVIDEND INCOME FUND
[PHOTO OF MICHAEL R. MACH]
Michael R. Mach, CFA
Portfolio Manager
Q: MICHAEL, CAN YOU GIVE US AN OVERVIEW OF HOW THE STOCK MARKETS PERFORMED IN
THE PERIOD SINCE THE FUND COMMENCED BUSINESS?
A: MR. MACH: The overall markets delivered healthy returns during the 11-month
period ending April 30, 2004. This performance was driven by an improving
economy, robust corporate earnings, and historically low interest rates. The
markets also saw an increase in volatility, as geopolitical tensions kept
investors apprehensive.
Q: HOW DID THE FUND PERFORM IN THIS ENVIRONMENT?
A: MR. MACH: Eaton Vance Tax-Managed Dividend Income Fund benefited from the
strong performance of both the domestic and international markets. During the
11-month period ended April 30, 2004, all share classes of the Fund recorded
positive high-single-digit returns. While the Fund provided shareholders with
a positive total return for fiscal year 2004, its performance trailed that of
the Russell 1000 Value Index.(1) The primary reason the Fund lagged the
Russell 1000 Value Index was its focus on owning common and preferred stocks
that produce attractive levels of tax-favored dividend income (income that
qualifies for federal income taxation at the long-term capital gains rate).
Overall, higher yielding common and preferred stocks generally lagged the
Russell 1000 Value Index over the past 11 months.
[PHOTO OF JUDITH A. SARYAN]
Judith A. Saryan CFA
Portfolio Manager
Q: JUDY, COULD YOU ELABORATE ON THE PERFORMANCE OF HIGHER-YIELDING STOCKS?
A: MS. SARYAN: Higher-yielding common stocks tended to lag the overall market
throughout the Fund's fiscal year. The month of April 2004 was particularly
punishing for higher-yielding stocks, as higher-than-anticipated job growth
and strong retail sales figures released by the government caused interest
rates to jump and triggered investor anxiety about possible future rate
increases. Fears of rising interest rates caused traditionally interest-rate
sensitive sectors, such as Real Estate Investment Trusts (REITs) and
utilities, to pull back and sharply underperform the broader market during
April. We continue to be positive on the underlying fundamentals of the
utility, telecommunication services, and REIT shares held by the Fund. As of
April 30, 2004, the Fund had 44% of total net assets invested in the
above-mentioned higher-yielding common stock sectors, and of that, 23.0% was
invested in utilities, 13.3% was invested in telecommunication stocks, and
7.7% was invested in REITs.(2)
Q: MICHAEL, WHAT OTHER TYPES OF DIVIDEND-PAYING STOCKS DID THE FUND HOLD, AND
HOW DID THEY IMPACT FUND PERFORMANCE?
A: MR. MACH: In addition to the higher-yielding stocks Judy spoke about, the
Fund invested in a broadly diversified basket of dividend-paying common
stocks, including consumer, financial, and industrial stocks. Within this
sector, the Fund benefited from relatively strong stock selection and from
being globally diversified. Consumer stocks held by the Fund
(1) It is not possible to invest directly in an Index.
(2) Holdings are subject to change due to active management.
3
<Page>
generally benefited from tax rebates, strong new job creation, continued
mortgage refinancing activity, and improving consumer sentiment. Growing
demand, coupled with continued global unrest, kept oil and gas prices high
and generally benefited the energy stocks held by the Fund. As strong
corporate earnings and free cash flow generation began to fuel a rebound in
business spending, this generally benefited the industrial stocks held by the
Fund during the period.
Q: DID THE FUND HOLD ANY FOREIGN STOCKS DURING THE PERIOD?
A: MS. SARYAN: Yes. The Fund's commitment to foreign common stocks also
contributed to its performance. The strength of the Euro, relative to the
U.S. dollar, had a positive effect on the Fund's foreign holdings. As a
result of the weak U.S. dollar, earnings and dividends generated by the
Fund's non-U.S. holdings got a boost when they were converted back into
dollars. This provided a favorable tailwind for the Fund's non-U.S.
investments. As of April 30, 2004, within the Fund's common stock holdings,
approximately 25.6% of its total net assets were invested in non-U.S. common
stocks traded on non-U.S. exchanges.(1)
Q: ABOUT 18% OF THE FUND'S ASSETS WERE INVESTED IN PREFERRED STOCKS AS OF APRIL
30, 2004.(1) WHAT CAN YOU TELL US ABOUT THEIR PERFORMANCE?
A: MS. SARYAN: While the common stock segment of the Fund dramatically lagged
the Russell 1000 Value Index, the Fund's preferred stock holdings modestly
outperformed the Merrill Lynch Preferred Index during the Fund's past fiscal
year.(2) The outperformance of the preferred holdings versus the Merrill
Lynch Preferred Index was primarily due to the Fund's focus on owning
preferred stocks that offered qualified, versus non-qualified, dividend
income, and from owning preferred stocks that generally paid higher coupons,
while exhibiting less interest rate sensitivity.
Q: DID ALL OF THE FUND'S HOLDINGS PAY A DIVIDEND DURING THE PERIOD?
A: MR. MACH: Yes. At the end of its fiscal year, 100 percent of the stocks held
in the Fund had paid dividends. In fact, of the 127 common stocks held in the
Fund at fiscal year end, 95 of them had increased their dividend at least
once during the period since the Fund commenced operations.(1)
Q: DO YOU HAVE ANY CLOSING REMARKS FOR THE FUND'S SHAREHOLDERS?
A: MR. MACH: For taxable investors, recent tax law changes effectively increase
the after-tax returns provided by qualifying stock dividends. Given this more
favorable tax treatment of stock dividends, we found it surprising that over
the last 11 months, dividend-paying stocks actually underperformed the
broader markets.
The Fund continues to focus on investing in companies with attractive
valuations, strong business franchises, solid long-term earnings prospects,
and strong cash flow generation capable of supporting future dividend growth.
We would like to thank you, our shareholders, for your continued
participation and confidence in the Fund.
THE VIEWS EXPRESSED IN THIS REPORT ARE THOSE OF THE PORTFOLIO MANAGERS AND
ARE CURRENT ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE
COVER. THESE VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED UPON OR OTHER
CONDITIONS, AND EATON VANCE DISCLAIMS ANY RESPONSIBILITY TO UPDATE SUCH
VIEWS. THESE VIEWS MAY NOT BE RELIED ON AS INVESTMENT ADVICE AND, BECAUSE
INVESTMENT DECISIONS FOR AN EATON VANCE FUND ARE BASED ON MANY FACTORS, MAY
NOT BE RELIED ON AS AN INDICATION OF TRADING INTENT ON BEHALF OF ANY EATON
VANCE FUND.
(1) Holdings are subject to change due to active management.
(2) It is not possible to invest directly in an Index.
4
<Page>
EATAN VANCE TAX-MANAGED DIVIDEND INCOME FUND as of April 30, 2004
PERFORMANCE
[CHART]
COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN EATON VANCE
TAX-MANAGED DIVIDEND INCOME FUND CLASS A VS. THE RUSSELL 1000 VALUE INDEX*
May 30, 2003 - April 30, 2004
<Table>
<Caption>
EATON VANCE
TAX-MANAGED
EATON VANCE DIVIDEND
TAX-MANAGED INCOME FUND,
DIVIDEND CLASS A,
FUND INCLUDING RUSSELL 1000
CLASS A SALES CHARGE VALUE INDEX
5/03 $10,000 $10,000 $10,000
$10,010 $ 9,435 $10,125
$9,980 $ 9,406 $10,276
8/03 $10,013 $ 9,437 $10,436
$10,056 $ 9,478 $10,334
$10,422 $ 9,823 $10,966
$10,577 $ 9,969 $11,116
12/03 $10,999 $10,367 $11,800
$11,132 $10,492 $12,008
$11,329 $10,677 $12,265
$11,362 $10,709 $12,157
4/04 $10,945 $10,315 $11,860
</Table>
[CHART]
COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN EATON VANCE
TAX-MANAGED DIVIDEND INCOME FUND CLASS B VS. THE RUSSELL 1000 VALUE INDEX*
May 30, 2003 - April 30, 2004
<Table>
<Caption>
EATON VANCE
TAX-MANAGED
DIVIDEND
INCOME FUND, RUSSELL 1000
CLASS B VALUE INDEX
5/03 $10,000 $10,000
$10,000 $10,125
$9,970 $10,276
8/03 $9,997 $10,436
$10,034 $10,334
$10,393 $10,966
$10,542 $11,116
12/03 $10,951 $11,800
$11,083 $12,008
$11,273 $12,265
$11,290 $12,157
4/04 $10,879 $11,860
($10,379, including applicable sales charge)
</Table>
[CHART]
COMPARISON OF CHANGE IN VALUE OF A $10,000 INVESTMENT IN EATON VANCE
TAX-MANAGED DIVIDEND INCOME FUND CLASS C VS. THE RUSSELL 1000 VALUE INDEX*
May 30, 2003 - April 30, 2004
<Table>
<Caption>
EATON VANCE
TAX-MANAGED
DIVIDEND
INCOME FUND, RUSSELL 1000
CLASS C VALUE INDEX
5/03 $10,000 $10,000
$10,000 $10,125
$9,970 $10,276
8/03 $9,997 $10,436
$10,044 $10,334
$10,393 $10,966
$10,542 $11,116
12/03 $10,961 $11,800
$11,083 $12,008
$11,273 $12,265
$11,301 $12,157
4/04 $10,879 $11,860
($10,779, including applicable sales charge)
</Table>
<Table>
<Caption>
PERFORMANCE** CLASS A CLASS B CLASS C
- --------------------------------------------------------------------------------------------------------
Average Annual Total Returns (at net asset value)
- --------------------------------------------------------------------------------------------------------
Life of Fund+ 9.44% 8.79% 8.79%
SEC Average Annual Total Returns (including sales charge or applicable CDSC)
- --------------------------------------------------------------------------------------------------------
Life of Fund+ 3.16% 3.79% 7.79%
</Table>
+ Inception Dates - Class A: 5/30/03; Class B: 5/30/03; Class C: 5/30/03
* Source: Thomson Financial. Investment operations commenced 5/30/03. The chart
compares the Fund's total return with that of the Russell 1000 Value Index, a
broad-based, unmanaged market index of 1000 U.S. value stocks. Returns are
calculated by determining the percentage change in net asset value with all
distributions reinvested. The lines on the chart represent the total returns
of a $10,000 hypothetical investment in the Fund and in the Russell 1000
Index. The graph and performance table do not reflect the deduction of taxes
that a shareholder would pay on Fund distributions or the redemption of Fund
shares. The Index's total returns do not reflect any commissions or expenses
that would have been incurred if an investor individually purchased or sold
the securities represented in the Index. It is not possible to invest
directly in an Index.
** Returns are historical and are calculated by determining the percentage
change in net asset value with all distributions reinvested. SEC return for
Class A reflects the maximum 5.75% sales charge. SEC return for Class B
reflects applicable CDSC based on the following schedule: 5% - 1st and 2nd
years; 4% - 3rd year; 3% - 4th year; 2% - 5th year; 1% - 6th year. SEC return
for Class C reflects 1% CDSC.
Past performance is no guarantee of future results. Returns are historical
and are calculated by determining the percentage change in net asset value
with all distributions reinvested. Investment return and principal value will
fluctuate so that shares, when redeemed, may be worth more or less than their
original cost. Performance is for stated time period only; due to market
volatility, current performance may be lower or higher than quoted. For
performance as of the most recent month-end, please refer to
www.eatonvance.com.
5
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EATON VANCE TAX-MANAGED DIVIDEND INCOME FUND as of April 30, 2004
PORTFOLIO OF INVESTMENTS
COMMON STOCKS -- 76.4%
<Table>
<Caption>
SECURITY SHARES VALUE
- ------------------------------------------------------------------------------------------
APPAREL -- 0.2%
VF Corp. 10,000 $ 461,600
- ------------------------------------------------------------------------------------------
$ 461,600
- ------------------------------------------------------------------------------------------
AUTO MANUFACTURER -- 0.8%
DaimlerChrysler AG(1) 40,000 $ 1,792,850
- ------------------------------------------------------------------------------------------
$ 1,792,850
- ------------------------------------------------------------------------------------------
BROADCASTING AND PUBLISHING -- 1.0%
Gruppo Editoriale L'Espresso SPA(1) 30,000 $ 176,935
Pearson PLC ADR 100,000 1,189,000
Wolters Kluwer NV(1) 60,000 1,010,546
- ------------------------------------------------------------------------------------------
$ 2,376,481
- ------------------------------------------------------------------------------------------
BUILDING MATERIALS -- 1.3%
Hanson PLC(1) 200,000 $ 1,525,081
Stanley Works (The) 35,000 1,487,850
- ------------------------------------------------------------------------------------------
$ 3,012,931
- ------------------------------------------------------------------------------------------
CHEMICALS -- 1.3%
BASF AG 15,000 $ 773,913
Dow Chemical Co. (The) 12,000 476,280
Eastman Chemical Co. 13,200 561,924
Lyondell Chemical Co. 35,000 572,250
RPM, Inc. 50,000 754,000
- ------------------------------------------------------------------------------------------
$ 3,138,367
- ------------------------------------------------------------------------------------------
COMMERCIAL BANKS -- 8.5%
ABN AMRO Holdings NV(1) 40,000 $ 869,813
Associated Banc-Corp. 35,000 1,433,250
Bank of America Corp. 24,440 1,967,176
Bank of Hawaii Corp. 25,000 1,093,000
Comerica, Inc. 17,000 877,710
Compass Bancshares, Inc. 22,500 863,100
Corus Bankshares, Inc. 32,000 1,208,000
National City Corp. 30,000 1,040,100
National Commerce Financial Corp. 20,000 531,800
PNC Financial Services Group, Inc. 20,000 1,062,000
Svenska Handelsbanken AB(1) 75,000 1,448,075
TCF Financial Corp. 12,000 594,600
U.S. Bancorp 22,500 576,900
Wachovia Corp. 55,000 $ 2,516,250
Washington Mutual, Inc. 50,000 1,969,500
Wells Fargo & Co. 36,500 2,060,790
- ------------------------------------------------------------------------------------------
$ 20,112,064
- ------------------------------------------------------------------------------------------
COMMERCIAL SERVICES AND SUPPLIES -- 1.0%
Donnelley (R.R.) & Sons Co. 50,000 $ 1,471,000
Landauer, Inc. 9,500 371,070
ServiceMaster Co. 50,000 606,500
- ------------------------------------------------------------------------------------------
$ 2,448,570
- ------------------------------------------------------------------------------------------
DISTRIBUTORS -- 0.2%
Genuine Parts Co. 15,000 $ 537,000
- ------------------------------------------------------------------------------------------
$ 537,000
- ------------------------------------------------------------------------------------------
DIVERSIFIED TELECOMMUNICATION SERVICES -- 13.3%
Alltel Corp. 57,000 $ 2,869,380
BCE, Inc.(1) 47,000 937,180
BellSouth Corp. 29,000 748,490
BT Group PLC ADR 62,000 1,989,580
Koninklijke (Royal) KPN NV(1) 325,000 2,341,458
SBC Communications, Inc. 38,500 958,650
Sprint Corp. (FON Group) 35,000 626,150
TDC A/S ADR 101,100 1,700,502
Telecom Corp. of New Zealand Ltd. ADR 51,000 1,447,380
Telecom Italia Mobile SPA(1) 700,000 3,994,235
Telecom Italia SPA(1) 2,250,000 5,246,030
Telefonos de Mexico SA ADR 63,000 2,150,820
Telstra Corp. Ltd.(1) 1,035,000 3,572,940
Telstra Corp., Ltd. ADR 30,000 520,200
Verizon Communications, Inc. 67,000 2,528,580
- ------------------------------------------------------------------------------------------
$ 31,631,575
- ------------------------------------------------------------------------------------------
ELECTRICAL / ELECTRONIC MANUFACTURER -- 0.6%
Cooper Industries Ltd., Class A(1) 11,000 $ 604,010
Hubbell, Inc. 12,000 539,280
PerkinElmer, Inc. 10,000 192,500
- ------------------------------------------------------------------------------------------
$ 1,335,790
- ------------------------------------------------------------------------------------------
ENTERTAINMENT -- 0.4%
Lottomatica SPA(1) 40,000 $ 863,100
- ------------------------------------------------------------------------------------------
$ 863,100
- ------------------------------------------------------------------------------------------
</Table>
See notes to financial statements
6
<Page>
<Table>
<Caption>
SECURITY SHARES VALUE
- ------------------------------------------------------------------------------------------
FINANCIAL SERVICES -- 1.8%
Citigroup, Inc. 45,000 $ 2,164,050
J.P. Morgan Chase & Co. 55,000 2,068,000
- ------------------------------------------------------------------------------------------
$ 4,232,050
- ------------------------------------------------------------------------------------------
FOOD PRODUCTS -- 1.6%
ConAgra Foods Inc. 50,000 $ 1,444,500
Sara Lee Corp. 100,000 2,308,000
- ------------------------------------------------------------------------------------------
$ 3,752,500
- ------------------------------------------------------------------------------------------
FURNITURE AND APPLIANCES -- 0.2%
Leggett & Platt, Inc. 25,000 $ 565,000
- ------------------------------------------------------------------------------------------
$ 565,000
- ------------------------------------------------------------------------------------------
HOTELS, RESTAURANTS AND LEISURE -- 0.3%
Harrah's Entertainment, Inc. 12,500 $ 664,750
Mandalay Resort Group 2,500 143,625
- ------------------------------------------------------------------------------------------
$ 808,375
- ------------------------------------------------------------------------------------------
HOUSEHOLD PRODUCTS -- 0.5%
Kimberly-Clark Corp. 6,000 $ 392,700
Newell Rubbermaid, Inc. 35,000 827,400
- ------------------------------------------------------------------------------------------
$ 1,220,100
- ------------------------------------------------------------------------------------------
INDUSTRIAL CONGLOMERATES -- 0.7%
ALLETE, Inc. 24,500 $ 846,475
General Electric Co. 10,150 303,992
Honeywell International, Inc. 14,000 484,120
- ------------------------------------------------------------------------------------------
$ 1,634,587
- ------------------------------------------------------------------------------------------
INSURANCE -- 0.4%
Mercury General Corp. 20,000 $ 1,019,800
- ------------------------------------------------------------------------------------------
$ 1,019,800
- ------------------------------------------------------------------------------------------
MACHINERY -- 0.8%
AB SKF(1) 40,000 $ 1,371,827
Sandvik AB(1) 20,000 650,570
- ------------------------------------------------------------------------------------------
$ 2,022,397
- ------------------------------------------------------------------------------------------
MULTILINE RETAIL -- 0.4%
May Department Stores Co. (The) 35,000 $ 1,078,000
- ------------------------------------------------------------------------------------------
$ 1,078,000
- ------------------------------------------------------------------------------------------
OIL AND GAS -- 5.8%
BP PLC ADR 55,000 $ 2,909,500
ChevronTexaco Corp. 25,000 2,287,500
ConocoPhillips 25,000 1,782,500
Eni SPA(1) 90,000 1,829,772
Marathon Oil Corp. 60,000 2,013,600
Occidental Petroleum Corp. 4,000 188,800
Total SA ADR 30,000 2,763,600
- ------------------------------------------------------------------------------------------
$ 13,775,272
- ------------------------------------------------------------------------------------------
PAPER AND FOREST PRODUCTS -- 0.9%
MeadWestvaco Corp. 25,000 $ 653,750
UPM-Kymmene Oyj(1) 50,000 921,839
Weyerhaeuser Co. 8,500 503,200
- ------------------------------------------------------------------------------------------
$ 2,078,789
- ------------------------------------------------------------------------------------------
PHARMACEUTICALS -- 1.6%
Bristol-Myers Squibb Co. 75,000 $ 1,882,500
Merck & Co., Inc. 40,000 1,880,000
- ------------------------------------------------------------------------------------------
$ 3,762,500
- ------------------------------------------------------------------------------------------
REGIONAL BANK -- 0.3%
New York Community Banco 26,666 $ 668,517
- ------------------------------------------------------------------------------------------
$ 668,517
- ------------------------------------------------------------------------------------------
REITS -- 7.7%
Boston Properties, Inc. 12,000 $ 564,000
Capital Automotive REIT 25,000 703,250
Colonial Properties Trust 12,603 444,634
Developers Diversified Realty Corp. 48,000 1,572,000
Duke-Weeks Realty Corp. 45,000 1,312,200
General Growth Properties, Inc. 21,000 569,310
Health Care Property Investors, Inc. 100,000 2,390,000
Healthcare Realty Trust Inc. REIT 25,000 896,250
Home Properties Inc. REIT 25,000 933,500
Public Storage, Inc. 8,000 334,320
Rouse Co. (The) 50,000 2,165,000
Simon Property Group Inc. REIT 75,000 3,615,750
Vornado Realty Trust 27,920 1,408,564
Washington REIT 50,000 1,360,000
- ------------------------------------------------------------------------------------------
$ 18,268,778
- ------------------------------------------------------------------------------------------
</Table>
See notes to financial statements
7
<Page>
<Table>
<Caption>
SECURITY SHARES VALUE
- ------------------------------------------------------------------------------------------
RETAIL - SPECIALTY AND APPAREL -- 0.3%
Limited, Inc. (The) 30,000 $ 619,200
- ------------------------------------------------------------------------------------------
$ 619,200
- ------------------------------------------------------------------------------------------
TOBACCO -- 1.5%
Altria Group, Inc. 65,000 $ 3,599,700
- ------------------------------------------------------------------------------------------
$ 3,599,700
- ------------------------------------------------------------------------------------------
UTILITIES - DIVERSIFIED -- 6.0%
E ON AG(1) 50,000 $ 3,314,544
Fortum Oyj(1) 440,000 4,931,658
RWE AG(1) 60,000 2,604,404
TransAlta Corp.(1) 267,000 3,294,780
- ------------------------------------------------------------------------------------------
$ 14,145,386
- ------------------------------------------------------------------------------------------
UTILITIES - ELECTRIC -- 9.5%
Alliant Energy Corp. 60,000 $ 1,491,600
Ameren Corp. 50,000 2,186,000
American Electric Power Co., Inc. 23,000 700,120
Cinergy Corp. 108,500 4,116,490
Consolidated Edison, Inc. 32,000 1,318,720
Duke Energy Corp. 14,000 294,840
Energy East Corp. 69,000 1,624,950
Entergy Corp. 7,900 431,340
Fortis Inc.(1) 7,600 353,681
Kinder Morgan, Inc. 22,000 1,324,620
Pepco Holdings, Inc. 32,600 617,444
Pinnacle West Capital Corp. 13,000 507,780
Public Service Enterprise Group, Inc. 25,000 1,072,500
SCANA Corp. 28,000 963,200
Scottish Power PLC ADR 128,000 3,539,200
UIL Holdings Corp. 38,500 1,739,045
WPS Resources Corp. 4,000 183,240
- ------------------------------------------------------------------------------------------
$ 22,464,770
- ------------------------------------------------------------------------------------------
UTILITIES - ELECTRIC AND GAS -- 1.9%
Centrica PLC(1) 725,000 $ 2,809,208
Enel Spa(1) 200,000 1,606,565
- ------------------------------------------------------------------------------------------
$ 4,415,773
- ------------------------------------------------------------------------------------------
UTILITIES - GAS -- 3.0%
Equitable Resources, Inc. 11,900 $ 559,181
NICOR, Inc. 20,000 679,800
Northwest Natural Gas Co. 11,500 338,100
Snam Rete Gas(1) 1,100,000 $ 4,878,913
TransCanada Corp.(1) 37,700 742,313
- ------------------------------------------------------------------------------------------
$ 7,198,307
- ------------------------------------------------------------------------------------------
UTILITIES - WATER -- 2.6%
Severn Trent PLC(1) 50,000 $ 694,267
Suez SA(1) 200,000 4,008,620
United Utilities PLC(1) 160,000 1,527,918
- ------------------------------------------------------------------------------------------
$ 6,230,805
- ------------------------------------------------------------------------------------------
TOTAL COMMON STOCKS
(IDENTIFIED COST $177,588,764) $ 181,270,934
- ------------------------------------------------------------------------------------------
</Table>
PREFERRED STOCKS -- 18.2%
<Table>
<Caption>
SECURITY SHARES VALUE
- ------------------------------------------------------------------------------------------
COMMERCIAL BANKS -- 4.2%
Abbey National PLC, 7.375%(1) 37,000 $ 983,460
Abbey National PLC, 7.375%(1) 50,000 1,316,000
Barclays Bank PLC, 8.55%(2)(3) 18,900 2,348,372
CA Preferred Funding Trust, 7.0% 11,500 1,156,446
First Republic Bank, 6.70% 88,500 2,217,810
HSBC Capital Funding, 10.176%(1)(2)(3) 5,000 731,001
Royal Bank of Scotland Group PLC, 5.75%(1) 58,000 1,327,040
- ------------------------------------------------------------------------------------------
$ 10,080,129
- ------------------------------------------------------------------------------------------
ENERGY -- 0.1%
Entergy Arkansas, Inc., 7.40% 3,000 $ 288,750
Entergy Louisiana, Inc., 8.00% 3,050 77,013
- ------------------------------------------------------------------------------------------
$ 365,763
- ------------------------------------------------------------------------------------------
FINANCIAL SERVICES -- 2.0%
BBVA Preferred Capital Ltd., 7.75%(1) 80,000 $ 2,092,000
Citigroup, Inc., 6.231% 2,000 104,100
Citigroup, Inc., 6.365% 600 31,410
J.P. Morgan Chase & Co., 6.625% 3,000 159,480
Lehman Brothers Holdings, 6.50% 89,000 2,346,040
- ------------------------------------------------------------------------------------------
$ 4,733,030
- ------------------------------------------------------------------------------------------
FOOD PRODUCTS -- 0.2%
Ocean Spray Cranberries, Inc., 6.25%(3) 5,750 $ 382,196
- ------------------------------------------------------------------------------------------
$ 382,196
- ------------------------------------------------------------------------------------------
</Table>
See notes to financial statements
8
<Page>
<Table>
<Caption>
SECURITY SHARES VALUE
- ------------------------------------------------------------------------------------------
INSURANCE -- 3.8%
Ace Ltd., 7.80%(1) 74,300 $ 1,991,983
ING Groep NV, 7.05%(1) 75,300 1,935,210
PartnerRe Ltd., 6.75%(1) 50,700 1,252,290
RenaisasnceRe Holdings Ltd., 7.30%(1) 15,500 395,405
RenaissanceRe Holdings Ltd., 6.08% 30,000 687,600
RenaissanceRe Holdings, Ltd., 8.10%(1) 46,700 1,234,281
XL Capital Ltd., 7.625%(1) 60,000 1,564,800
- ------------------------------------------------------------------------------------------
$ 9,061,569
- ------------------------------------------------------------------------------------------
REITS -- 5.9%
BRE Properties, 6.75% 83,000 $ 1,906,510
Colonial Properties Trust, 8.125% 84,000 2,167,200
Developers Diversified Realty Corp., 7.375% 85,500 2,086,200
Health Care Property, 7.10% 80,000 1,958,400
Health Care REIT, Inc., 7.875% 85,000 2,184,500
Prologis Trust, 6.75% 65,000 1,569,750
PS Business Parks Inc., 7.00% 90,000 2,070,000
- ------------------------------------------------------------------------------------------
$ 13,942,560
- ------------------------------------------------------------------------------------------
UTILITIES - ELECTRIC -- 0.9%
Alabama Power Co., 4.20% 500 $ 35,500
Alabama Power Co., 5.30% 80,000 1,998,400
- ------------------------------------------------------------------------------------------
$ 2,033,900
- ------------------------------------------------------------------------------------------
UTILITIES - GAS -- 1.1%
Southern Union Co., 7.55% 100,200 $ 2,675,340
- ------------------------------------------------------------------------------------------
$ 2,675,340
- ------------------------------------------------------------------------------------------
TOTAL PREFERRED STOCKS
(IDENTIFIED COST $44,795,510) $ 43,274,487
- ------------------------------------------------------------------------------------------
</Table>
SHORT-TERM INVESTMENTS -- 4.2%
<Table>
<Caption>
PRINCIPAL
AMOUNT
SECURITY (000'S OMITTED) VALUE
- ------------------------------------------------------------------------------------------
Investors Bank & Trust Company Time Deposit,
1.07%, 5/3/04 $ 9,885 $ 9,885,000
- ------------------------------------------------------------------------------------------
TOTAL SHORT-TERM INVESTMENTS
(AT AMORTIZED COST, $9,885,000) $ 9,885,000
- ------------------------------------------------------------------------------------------
</Table>
COMMERCIAL PAPER -- 1.8%
<Table>
<Caption>
PRINCIPAL
AMOUNT
SECURITY (000'S OMITTED) VALUE
- ------------------------------------------------------------------------------------------
Barton Capital, 1.03%, 5/5/04 $ 4,304 $ 4,303,507
- ------------------------------------------------------------------------------------------
TOTAL COMMERCIAL PAPER
(AT AMORTIZED COST, $4,303,507) $ 4,303,507
- ------------------------------------------------------------------------------------------
TOTAL INVESTMENTS -- 100.6%
(IDENTIFIED COST $236,572,781) $ 238,733,928
- ------------------------------------------------------------------------------------------
OTHER ASSETS, LESS LIABILITIES -- (0.6)% $ (1,505,163)
- ------------------------------------------------------------------------------------------
NET ASSETS -- 100.0% $ 237,228,765
- ------------------------------------------------------------------------------------------
</Table>
ADR - American Depositary Receipt
REIT - Real Estate Investment Trust
(1) Foreign security.
(2) Security valued at fair value using methods determined in good faith by or
at the direction of the Trustees.
(3) Security exempt from registration under Rule 144A of the Securities Act of
1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers.
See notes to financial statements
9
<Page>
EATON VANCE TAX-MANAGED DIVIDEND INCOME FUND as of April 30, 2004
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
AS OF APRIL 30, 2004
<Table>
ASSETS
Investments, at value (identified cost, $236,572,781) $ 238,733,928
Cash 258,579
Foreign currency, at value (cost $224,579) 225,803
Receivable for investments sold 7,205,934
Receivable for Fund shares sold 2,079,371
Receivable from affiliate 14,437
Dividends and interest receivable 790,822
Tax reclaim receivable 49,592
- ------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $ 249,358,466
- ------------------------------------------------------------------------------------------------------------
LIABILITIES
Payable for investments purchased $ 11,540,472
Payable for Fund shares redeemed 461,670
Payable to affiliate for distribution and service fees 45,124
Payable to affiliate for Trustees' fees 143
Accrued expenses 82,292
- ------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES $ 12,129,701
- ------------------------------------------------------------------------------------------------------------
NET ASSETS $ 237,228,765
- ------------------------------------------------------------------------------------------------------------
SOURCES OF NET ASSETS
Paid-in capital $ 235,315,335
Accumulated net realized loss (computed on the basis of identified cost) (1,285,143)
Accumulated undistributed net investment income 1,045,038
Net unrealized appreciation (computed on the basis of identified cost) 2,153,535
- ------------------------------------------------------------------------------------------------------------
TOTAL $ 237,228,765
- ------------------------------------------------------------------------------------------------------------
CLASS A SHARES
NET ASSETS $ 104,168,524
SHARES OUTSTANDING 9,787,923
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
(net assets DIVIDED BY shares of beneficial interest outstanding) $ 10.64
MAXIMUM OFFERING PRICE PER SHARE
(100 DIVIDED BY 94.25 of $10.64) $ 11.29
- ------------------------------------------------------------------------------------------------------------
CLASS B SHARES
NET ASSETS $ 40,731,451
SHARES OUTSTANDING 3,831,843
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE
(net assets DIVIDED BY shares of beneficial interest outstanding) $ 10.63
- ------------------------------------------------------------------------------------------------------------
CLASS C SHARES
NET ASSETS $ 92,328,790
SHARES OUTSTANDING 8,684,986
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE PER SHARE
(net assets DIVIDED BY shares of beneficial interest outstanding) $ 10.63
- ------------------------------------------------------------------------------------------------------------
</Table>
On sales of $50,000 or more, the offering price of Class A shares is reduced.
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED APRIL 30, 2004(1)
<Table>
INVESTMENT INCOME
Dividends (net of foreign taxes, $205,407) $ 5,795,472
Interest 54,939
- ------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENT INCOME $ 5,850,411
- ------------------------------------------------------------------------------------------------------------
EXPENSES
Investment adviser fee $ 584,010
Administration fee 134,771
Trustees' fees and expenses 143
Distribution and service fees
Class A 106,099
Class B 159,187
Class C 328,327
Registration fees 123,881
Transfer and dividend disbursing agent fees 86,686
Custodian fee 76,681
Legal and accounting services 67,023
Printing and postage 24,087
Miscellaneous 6,040
- ------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES $ 1,696,935
- ------------------------------------------------------------------------------------------------------------
Deduct --
Reimbursement of expenses by affiliate $ 63,937
- ------------------------------------------------------------------------------------------------------------
TOTAL EXPENSE REDUCTIONS $ 63,937
- ------------------------------------------------------------------------------------------------------------
NET EXPENSES $ 1,632,998
- ------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME $ 4,217,413
- ------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) --
Investment transactions (identified cost basis) $ (1,398,242)
Foreign currency transactions (9,166)
- ------------------------------------------------------------------------------------------------------------
NET REALIZED LOSS $ (1,407,408)
- ------------------------------------------------------------------------------------------------------------
Change in unrealized appreciation (depreciation) --
Investments (identified cost basis) $ 2,161,147
Foreign currency (7,612)
- ------------------------------------------------------------------------------------------------------------
NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) $ 2,153,535
- ------------------------------------------------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN $ 746,127
- ------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 4,963,540
- ------------------------------------------------------------------------------------------------------------
</Table>
(1) For the period from the start of business, May 30, 2003, to April 30, 2004.
See notes to financial statements
10
<Page>
STATEMENT OF CHANGES IN NET ASSETS
<Table>
<Caption>
INCREASE (DECREASE) PERIOD ENDED
IN NET ASSETS APRIL 30, 2004(1)
- --------------------------------------------------------------------------------------------------------------
From operations --
Net investment income $ 4,217,413
Net realized loss from investments and foreign
currency transactions (1,407,408)
Net change in unrealized appreciation (depreciation)
of investments and foreign currency 2,153,535
- --------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 4,963,540
- --------------------------------------------------------------------------------------------------------------
Distributions to shareholders --
From net investment income
Class A $ (1,558,015)
Class B (493,336)
Class C (998,759)
- --------------------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS TO SHAREHOLDERS $ (3,050,110)
- --------------------------------------------------------------------------------------------------------------
Transactions in shares of beneficial interest --
Proceeds from sale of shares
Class A $ 109,885,414
Class B 42,905,137
Class C 93,048,164
Net asset value of shares issued to shareholders in payment of
distributions declared
Class A 1,090,243
Class B 275,740
Class C 446,474
Cost of shares redeemed
Class A (9,432,933)
Class B (2,487,041)
Class C (1,415,863)
Net asset value of shares exchanges
Class A 468,040
Class B (468,040)
- --------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS FROM FUND SHARE TRANSACTIONS $ 234,315,335
- --------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS $ 236,228,765
- --------------------------------------------------------------------------------------------------------------
NET ASSETS
At beginning of period $ 1,000,000
- --------------------------------------------------------------------------------------------------------------
AT END OF PERIOD $ 237,228,765
- --------------------------------------------------------------------------------------------------------------
ACCUMULATED UNDISTRIBUTED NET INVESTMENT INCOME INCLUDED IN NET ASSETS
AT END OF PERIOD $ 1,045,038
- --------------------------------------------------------------------------------------------------------------
</Table>
(1) For the period from the start of business, May 30, 2003, to April 30, 2004.
See notes to financial statements
11
<Page>
FINANCIAL HIGHLIGHTS
<Table>
<Caption>
CLASS A
-----------------
PERIOD ENDED
APRIL 30, 2004(2)
-----------------
Net asset value -- Beginning of period $ 10.000
- ---------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS
Net investment income(1) $ 0.500
Net realized and unrealized gain 0.437
- ---------------------------------------------------------------------------------------------------
TOTAL INCOME FROM OPERATIONS $ 0.937
- ---------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
From net investment income $ (0.297)
- ---------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS $ (0.297)
- ---------------------------------------------------------------------------------------------------
NET ASSET VALUE -- END OF PERIOD $ 10.640
- ---------------------------------------------------------------------------------------------------
TOTAL RETURN(3) 9.44%
- ---------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA+
Net assets, end of period (000's omitted) $ 104,169
Ratios (As a percentage of average daily net assets):
Net expenses 1.40%(4)
Net investment income 5.05%(4)
Portfolio Turnover 117%
- ---------------------------------------------------------------------------------------------------
+ The operating expenses of the Fund reflect a reimbursement of expenses by
the Administrator. Had such action not been taken, the ratios and net
investment income per share would have been as follows:
Ratios (As a percentage of average daily net assets):
Expenses 1.47%(4)
Net investment income 4.98%(4)
Net investment income per share(1) $ 0.493
- ---------------------------------------------------------------------------------------------------
</Table>
(1) Net investment income per share was computed using average shares
outstanding.
(2) For the period from the start of business, May 30, 2003, to April 30, 2004.
(3) Returns are historical and are calculated by determining the percentage
change in net asset value with all distributions reinvested. Total return
is not computed on an annualized basis.
(4) Annualized.
See notes to financial statements
12
<Page>
<Table>
<Caption>
CLASS B
-----------------
PERIOD ENDED
APRIL 30, 2004(2)
-----------------
Net asset value -- Beginning of period $ 10.000
- ---------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS
Net investment income(1) $ 0.427
Net realized and unrealized gain 0.446
- ---------------------------------------------------------------------------------------------------
TOTAL INCOME FROM OPERATIONS $ 0.873
LESS DISTRIBUTIONS
From net investment income $ (0.243)
- ---------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS $ (0.243)
- ---------------------------------------------------------------------------------------------------
NET ASSET VALUE -- END OF PERIOD $ 10.630
- ---------------------------------------------------------------------------------------------------
TOTAL RETURN(3) 8.79%
- ---------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA+
Net assets, end of period (000's omitted) $ 40,731
Ratios (As a percentage of average daily net assets):
Net expenses 2.15%(4)
Net investment income 4.31%(4)
Portfolio Turnover 117%
- ---------------------------------------------------------------------------------------------------
+ The operating expenses of the Fund reflect a reimbursement of expenses by
the Administrator. Had such action not been taken, the ratios and net
investment income per share would have been as follows:
Ratios (As a percentage of average daily net assets):
Expenses 2.22%(4)
Net investment income 4.24%(4)
Net investment income per share(1) $ 0.420
- ---------------------------------------------------------------------------------------------------
</Table>
(1) Net investment income per share was computed using average shares
outstanding.
(2) For the period from the start of business, May 30, 2003, to April 30, 2004.
(3) Returns are historical and are calculated by determining the percentage
change in net asset value with all distributions reinvested. Total return
is not computed on an annualized basis.
(4) Annualized.
See notes to financial statements
13
<Page>
<Table>
<Caption>
CLASS C
-----------------
PERIOD ENDED
APRIL 30, 2004(2)
-----------------
Net asset value -- Beginning of period $ 10.000
- ---------------------------------------------------------------------------------------------------
INCOME (LOSS) FROM OPERATIONS
Net investment income(1) $ 0.432
Net realized and unrealized gain 0.441
- ---------------------------------------------------------------------------------------------------
TOTAL INCOME FROM OPERATIONS $ 0.873
- ---------------------------------------------------------------------------------------------------
LESS DISTRIBUTIONS
From net investment income $ (0.243)
- ---------------------------------------------------------------------------------------------------
TOTAL DISTRIBUTIONS $ (0.243)
- ---------------------------------------------------------------------------------------------------
NET ASSET VALUE -- END OF PERIOD $ 10.630
- ---------------------------------------------------------------------------------------------------
TOTAL RETURN(3) 8.79%
- ---------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA+
Net assets, end of period (000's omitted) $ 92,329
Ratios (As a percentage of average daily net assets):
Net expenses 2.15%(4)
Net investment income 4.34%(4)
Portfolio Turnover 117%
- ---------------------------------------------------------------------------------------------------
+ The operating expenses of the Fund reflect a reimbursement of expenses by
the Administrator. Had such action not been taken, the ratios and net
investment income per share would have been as follows:
Ratios (As a percentage of average daily net assets):
Expenses 2.22%(4)
Net investment income 4.27%(4)
Net investment income per share(1) $ 0.425
- ---------------------------------------------------------------------------------------------------
</Table>
(1) Net investment income per share was computed using average shares
outstanding.
(2) For the period from the start of business, May 30, 2003, to April 30, 2004.
(3) Returns are historical and are calculated by determining the percentage
change in net asset value with all distributions reinvested. Total return
is not computed on an annualized basis.
(4) Annualized.
See notes to financial statements
14
<Page>
EATON VANCE TAX-MANAGED DIVIDEND INCOME FUND as of April 30, 2004
NOTES TO FINANCIAL STATEMENTS
1 SIGNIFICANT ACCOUNTING POLICIES
Eaton Vance Tax-Managed Dividend Income Fund (the Fund) is a diversified
series of Eaton Vance Mutual Funds Trust (the Trust). The Trust is an
entity of the type commonly known as a Massachusetts business trust and is
registered under the Investment Company Act of 1940, as amended, as an
open-end management investment company. The Fund seeks to achieve after-tax
total return by investing primarily in a diversified portfolio of common
and preferred stocks that pay dividends that qualify for federal income
taxation at long-term capital gains rates ("tax-favored dividends"). The
Fund offers three classes of shares. Class A shares are generally sold
subject to a sales charge imposed at time of purchase. Class B and Class C
shares are sold at net asset value and are subject to a contingent deferred
sales charge (see Note 6). Class B shares held for eight years will
automatically convert to Class A shares. Each class represents a pro rata
interest in the Fund, but votes separately on class-specific matters and
(as noted below) is subject to different expenses. Realized and unrealized
gains and losses and net investment income and losses, other than class
specific expenses, are allocated daily to each class of shares based on the
relative net assets of each class to the total net assets of the Fund. Each
class of shares differs in its distribution plan and certain other class
specific expenses.
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. The
policies are in conformity with accounting principles generally accepted in
the United States of America.
A INVESTMENT VALUATION -- Securities listed on a U.S. securities exchange
generally are valued at the last sale price on the day of valuation or, if
no sales took place on such date, at the mean between the closing bid and
asked prices therefore on the exchange where such securities are
principally traded. Equity securities listed on NASDAQ National Market
System generally are valued at the official NASDAQ closing price. Unlisted
or listed securities for which closing sales prices or closing quotations
are not available are valued at the mean between the latest available bid
and asked prices. Exchange-traded options are valued at the last sale price
for the day of valuation as quoted on the principal exchange or board of
trade on which the options are traded or, in the absence of sales on such
date, at the mean between the latest bid and asked prices therefore.
Futures positions on securities and currencies generally are valued at
closing settlement prices. Short-term debt securities with a remaining
maturity of 60 days or less are valued at amortized cost. If short-term
debt securities were acquired with a remaining maturity of more than 60
days, their amortized cost value will be based on their value on the
sixty-first day prior to maturity. Other fixed income and debt securities,
including listed securities and securities for which price quotations are
available, will normally be valued on the basis of valuations furnished by
a pricing service. The daily valuation of foreign securities generally is
determined as of the close of trading on the principal exchange on which
such securities trade. Events occurring after the close of trading on
foreign exchanges may result in adjustments to the valuation of foreign
securities to more accurately reflect their fair value as of the close of
regular trading on the New York Stock Exchange. The Fund may rely on an
independent fair valuation service in adjusting the valuations of foreign
securities. Foreign securities and currencies are valued in U.S. dollars,
based on foreign currency exchange rate quotations supplied by an
independent quotation service. Investments held by the Fund for which
valuations or market quotations are unavailable are valued at fair value
using methods determined in good faith by or at the direction of the
Trustees considering relevant factors, data and information including the
market value of freely tradable securities of the same class in the
principal market on which such securities are normally traded.
B INCOME -- Dividend income is recorded on the ex-dividend date for
dividends received in cash and/or securities. However, if the ex-dividend
date has passed, certain dividends from foreign securities are recorded as
the Fund is informed of the ex-dividend date. Interest income is recorded
on the accrual basis.
C EXPENSES -- The majority of expenses of the Trust are directly
identifiable to an individual fund. Expenses which are not readily
identifiable to a specific fund are allocated taking into consideration,
among other things, the nature and type of expense and the relative size of
the fund.
D FEDERAL TAXES -- The Fund's policy is to comply with the provisions of
the Internal Revenue Code applicable to regulated investment companies and
to distribute to shareholders each year all of its taxable income,
including any net realized capital gain on investments. Accordingly, no
provision for federal income or excise tax is necessary. At April 30, 2004,
the Fund, for federal income tax purposes, had a capital loss carryover of
$252,492 which will reduce the taxable income arising from future net
realized gain in investments, if any, to the extent permitted by the
Internal Revenue Code and thus will reduce the amount of distributions to
shareholders which would
15
<Page>
otherwise be necessary to relieve the Fund of any liability for federal
income or excise tax. Such capital loss carryover will expire on April 30,
2012. At April 30, 2004 net capital losses of $873,460 attributable to
security transactions incurred after October 31, 2003 are treated as
arising on the first day of the Fund's taxable year ending April 30, 2005.
For the fiscal year ended April 30, 2004, 67.77% of the Fund's ordinary
income dividends qualify for the dividends received deduction available to
corporations and 100% of the ordinary income dividends was qualifying
dividend income.
At April 30, 2004, undistributed ordinary income on a tax basis was
$1,039,396. The difference between book basis and tax basis undistributed
ordinary income is atributable primarily to differing treatment of certain
dividends received from the Fund's investment in Real Estate Investment
Trusts (REITs). The tax character of the dividends paid during the fiscal
year ended April 30, 2004 was $3,050,110 of ordinary income.
E FINANCIAL FUTURES CONTRACTS -- Upon entering a financial futures
contract, the Fund is required to deposit (initial margin) either in cash
or securities an amount equal to a certain percentage of the purchase price
indicated in the financial futures contract. Subsequent payments are made
or received by the Fund (margin maintenance) each day, dependent on the
daily fluctuations in the value of the underlying security, and are
recorded for book purposes as unrealized gains or losses by the Fund. The
Fund's investment in financial futures contracts is designed to hedge
against anticipated future changes in price of current or anticipated Fund
positions. Should prices move unexpectedly, the Fund may not achieve the
anticipated benefits of the financial futures contracts and may realize a
loss.
F FOREIGN CURRENCY TRANSLATION -- Investment valuations, other assets, and
liabilities initially expressed in foreign currencies are converted each
business day into U.S. dollars based upon current exchange rates. Purchases
and sales of foreign investment securities and income and expenses are
converted into U.S. dollars based upon currency exchange rates prevailing
on the respective dates of such transactions. Recognized gains or losses on
investment transactions attributable to foreign currency exchange rates are
recorded for financial statement purposes as net realized gains and losses
on investments. That portion of unrealized gains and losses on investments
that results from fluctuations in foreign currency exchange rates is not
separately disclosed.
G PUT OPTIONS -- Upon the purchase of a put option by the Fund, the premium
paid is recorded as an investment, the value of which is marked-to-market
daily. When a purchased option expires, the Fund will realize a loss in the
amount of the cost of the option. When the Fund enters into a closing sale
transaction, the Fund will realize a gain or loss depending on whether the
sales proceeds from the closing sale transaction are greater or less than
the cost of the option. When the Fund exercises a put option, settlement is
made in cash. The risk associated with purchasing options is limited to the
premium originally paid.
H SECURITIES SOLD SHORT -- The Fund may sell a security short if it owns at
least an equal amount of the security sold short or another security
convertible or exchangeable for an equal amount of the security sold short.
Such transactions are done in anticipation of a decline in the market price
of the securities or in order to hedge Fund positions. The Fund will
generally borrow the security sold in order to make delivery to the buyer.
Upon executing the transaction, the Fund records the proceeds as deposits
with brokers in the Statement of Assets and Liabilities and establishes an
offsetting payable for securities sold short for the securities due on
settlement. The proceeds are retained by the broker as collateral for the
short position. The liability is marked-to-market and the Fund is required
to pay the lending broker any dividend or interest income earned while the
short position is open. A gain or loss is recorded when the security is
delivered to the broker. The Fund may recognize a loss on the transaction
if the market value of the securities sold increases before the securities
are delivered.
I USE OF ESTIMATES -- The preparation of the financial statements in
conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of
the financial statements and the reported amounts of income and expense
during the reporting period. Actual results could differ from those
estimates.
J INDEMNIFICATIONS -- Under the Trust's organizational documents, its
officers and Trustees may be indemnified against certain liabilities and
expenses arising out of the performance of their duties to the Fund and
shareholders are indemnified against personal liability for obligations of
the Trust. Additionally, in the normal course of business, the Fund enters
into agreements with service providers that may contain indemnification
clauses. The Fund's maximum exposure under these arrangements is
16
<Page>
unknown as this would involve future claims that may be made against the
Fund that have not yet occurred.
K OTHER -- Investment transactions are accounted for on a trade-date basis.
Realized gains and losses are computed on the specific identification of
the securities sold.
2 DISTRIBUTION TO SHAREHOLDERS
It is the present policy of the Fund to make monthly distributions of all
or substantially all of its net investment income, if any, and at least one
distribution annually of all or substantially all of its net realized
capital gains, if any. Distributions are declared separately for each class
of shares. Distributions are paid in the form of additional shares of the
same class of the Fund or, at the election of the shareholder, in cash.
Shareholders may reinvest all distributions in additional shares of the
same class of the Fund at the net asset value as of the close of business
on the ex-dividend date. The Fund distinguishes between distributions on a
tax basis and a financial reporting basis. Accounting principles generally
accepted in the United States of America require that only distributions in
excess of tax basis earnings and profits be reported in the financial
statements as a return of capital. Permanent differences between book and
tax accounting relating to distributions are reclassified to paid-in
capital.
3 SHARES OF BENEFICIAL INTEREST
The Fund's Declaration of Trust permits the Trustees to issue an unlimited
number of full and fractional shares of beneficial interest (without par
value). Transactions in Fund shares were as follows:
<Table>
<Caption>
PERIOD ENDED
CLASS A APRIL 30, 2004(1)
---------------------------------------------------------------------------
Sales 10,414,630
Issued to shareholders electing to receive payments
of distributions in Fund shares 101,947
Redemptions (870,532)
Exchanges from Class B shares 43,878
---------------------------------------------------------------------------
NET INCREASE 9,689,923
---------------------------------------------------------------------------
<Caption>
PERIOD ENDED
CLASS B APRIL 30, 2004(1)
---------------------------------------------------------------------------
Sales 4,081,954
Issued to shareholders electing to receive payments
of distributions in Fund shares 25,734
Redemptions (232,925)
Exchanges to Class A shares (43,920)
---------------------------------------------------------------------------
NET INCREASE 3,830,843
---------------------------------------------------------------------------
<Caption>
PERIOD ENDED
CLASS C APRIL 30, 2004(1)
---------------------------------------------------------------------------
Sales 8,773,081
Issued to shareholders electing to receive payments
of distributions in Fund shares 41,529
Redemptions (130,624)
---------------------------------------------------------------------------
NET INCREASE 8,683,986
---------------------------------------------------------------------------
</Table>
(1) For the period from the start of business, May 30, 2003, to April 30,
2004.
4 INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment adviser fee is earned by Eaton Vance Management (EVM), as
compensation for management and investment advisory services rendered to
the Fund. Under the advisory agreement, EVM receives a monthly advisory fee
equal to 0.650% annually of average daily net assets of the Fund up to $500
million, and at reduced rates as daily net assets exceed that level. For
the period from the start of business, May 30, 2003, to April 30, 2004, the
advisory fee amounted to $584,010. An administration fee is earned by EVM
for managing and administering the business affairs of the Fund. Under the
administration agreement, EVM earns a fee in the amount of 0.15% per annum
of the average daily net assets of the Fund. For the period from the start
of business, May 30, 2003, to April 30, 2004, the administration fee
amounted to $134,771. To enhance the net investment income of the Fund, the
Administrator was allocated $63,937 of the Fund's operating expenses.
Except for Trustees of the Fund who are not members of EVM's organization,
officers and Trustees receive remuneration for their services to the Fund
out of the investment adviser fee earned by EVM. Trustees of the Fund that
are not affiliated with EVM may elect to defer receipt of all or a
percentage of their annual fees in accordance with the terms of the
Trustees Deferred Compensation Plan. For the period from the start of
business, May 30, 2003, to April 30, 2004, no significant amounts have been
deferred.
EVM serves as the sub-transfer agent of the Fund and receives from the
transfer agent an aggregate fee based upon the actual expenses incurred by
EVM in the performance of those activities. For the period from the start
of business, May 30, 2003, to April 30, 2004, EVM earned approximately
$6,200 in sub-transfer agent fees.
Eaton Vance Distributors, Inc. (EVD), a subsidiary of EVM and the Fund's
principal underwriter, received $320,867 as its portion of the sales charge
on sales of Class A shares for
17
<Page>
the period from the start of business, May 30, 2003, to April 30, 2004.
Certain officers and Trustees of the Fund are officers of the above
organizations.
5 DISTRIBUTION AND SERVICE PLANS
The Fund has in effect distribution plans for Class B shares (Class B Plan)
and Class C shares (Class C Plan), pursuant to Rule 12b-1 under the
Investment Company Act of 1940 and a service plan for Class A shares (Class
A Plan) (collectively, the Plans). The Class B and Class C Plans require
the Fund to pay EVD amounts equal to 1/365 of 0.75% (annualized) of the
Fund's average daily net assets attributable to Class B and Class C shares,
for providing ongoing distribution services and facilities to the Fund. The
Fund will automatically discontinue payments to EVD during any period in
which there are no outstanding Uncovered Distribution Charges, which are
equivalent to the sum of (i) 6.25% of the aggregate amount received by the
Fund for the Class B and Class C shares sold, plus (ii) interest calculated
by applying the rate of 1% over the prevailing prime rate to the
outstanding balance of Uncovered Distribution Charges of EVD, of each
respective class, reduced by the aggregate amount of contingent deferred
sales charges (see Note 6) and daily amounts theretofore paid to EVD by
each respective class. The Fund paid or accrued $119,385 and $245,439 for
Class B and Class C shares, respectively, to or payable to EVD for the
period from the start of business, May 30, 2003, to April 30, 2004,
representing 0.75% (annualized) of the average daily net assets for Class B
and Class C shares, respectively. At April 30, 2004, the amount of
Uncovered Distribution Charges of EVD calculated under the Plans was
approximately $1,863,000 and $4,650,000 for Class B and Class C shares,
respectively.
The Plans authorize the Fund to make payments of service fees to EVD,
investment dealers and other persons in amounts equal to 0.25% (annualized)
of the Fund's average daily net assets attributable to Class A, Class B and
Class C shares for each fiscal year. Service fee payments are made for
personal services and/or the maintenance of shareholder accounts. Service
fees are separate and distinct from the sales commissions and distribution
fees payable by the Fund to EVD and, as such, are not subject to automatic
discontinuance when there are no outstanding Uncovered Distribution Charges
of EVD. Service fees paid or accrued for the period from the start of
business, May 30, 2003, to April 30, 2004 amounted to $106,099, $39,802,
and $82,888 for Class A, Class B and Class C shares, respectively.
6 CONTINGENT DEFERRED SALES CHARGE
A contingent deferred sales charge (CDSC) generally is imposed on
redemptions of Class B shares made within six years of purchase and on
redemptions of Class C shares made within one year of purchase. Generally,
the CDSC is based upon the lower of the net asset value at date of
redemption or date of purchase. No charge is levied on shares acquired by
reinvestment of dividends or capital gain distributions. Class A shares may
be subject to a 1% CDSC if redeemed within one year of purchase (depending
upon the circumstances of purchase). The Class B CDSC is imposed at
declining rates that begin at 5% in the case of redemptions in the first
and second year after purchase, declining one percentage point each
subsequent year. Class C shares will be subject to a 1% CDSC if redeemed
within one year of purchase.
No CDSC is levied on shares which have been sold to EVM or its affiliates
or to their respective employees or clients and may be waived under certain
other limited conditions. CDSC pertaining to Class B and Class C
redemptions are paid to EVD to reduce the amount of Uncovered Distribution
Charges calculated under the Class B and Class C Plans, respectively (see
Note 5). CDSC assessed on Class B and Class C shares when no Uncovered
Distribution Charges exist for the respective classes will be credited to
the Fund. EVD received approximately $38,000 and $8,000 of CDSC paid by
shareholders for Class B shares and Class C shares, respectively, for the
period from the start of business, May 30, 2003, to April 30, 2004. EVD did
not receive any CDSC from shareholders for Class A shares for the period
from the start of business, May 30, 2003, to April 30, 2004.
7 INVESTMENTS TRANSACTIONS
Purchases and sales of investments, other than short-term obligations,
aggregated $333,807,306 and $110,022,492 respectively, for the period from
the start of business, May 30, 2003, to April 30, 2004.
8 FEDERAL INCOME TAX BASIS OF UNREALIZED APPRECIATION (DEPRECIATION)
The cost and unrealized appreciation (depreciation) of investments of the
Fund at April 30, 2004, as computed on a federal income tax basis, were as
follows:
<Table>
AGGREGATE COST $ 236,679,697
-------------------------------------------------------------------------
Gross unrealized appreciation $ 6,896,491
Gross unrealized depreciation (4,842,260)
-------------------------------------------------------------------------
NET UNREALIZED APPRECIATION $ 2,054,231
-------------------------------------------------------------------------
</Table>
18
<Page>
9 FINANCIAL INSTRUMENTS
The Fund may trade in financial instruments with off-balance sheet risk in
the normal course of its investing activities to assist in managing
exposure to various market risks. These financial instruments include
written options, forward foreign currency exchange contracts, and financial
futures contracts and may involve, to a varying degree, elements of risk in
excess of the amounts recognized for financial statement purposes.
The notional or contractual amounts of these instruments represent the
investment the Fund has in particular classes of financial instruments and
does not necessarily represent the amounts potentially subject to risk. The
measurement of the risks associated with these instruments is meaningful
only when all related and offsetting transactions are considered. The Fund
did not have any open obligations under these financial instruments at
April 30, 2004.
10 LINE OF CREDIT
The Fund participates with other portfolios and funds managed by EVM and
its affiliates in a $150 million unsecured line of credit agreement with a
group of banks. Borrowings will be made by the Fund solely to facilitate
the handling of unusual and/or unanticipated short term cash requirements.
Interest is charged to each participating portfolio or fund based on its
borrowings at an amount above either the Eurodollar rate or Federal Funds
rate. In addition, a fee computed at an annual rate of 0.10% on the daily
unused portion of the line of credit is allocated among the participating
portfolios and funds at the end of each quarter. The Fund did not have any
significant borrowings or allocated fees during period from the start of
business, May 30, 2003, to April 30, 2004.
19
<Page>
EATON VANCE TAX-MANAGED DIVIDEND INCOME FUND as of April 30, 2004
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE TRUSTEES OF EATON VANCE MUTUAL FUNDS TRUST AND SHAREHOLDERS OF EATON
VANCE TAX-MANAGED DIVIDEND INCOME FUND:
We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of Eaton Vance Tax-Managed Dividend Income Fund
(the Fund), as of April 30, 2004, and the related statement of operations, the
statement of changes in net assets, and the financial highlights for the period
from the start of business, May, 30, 2003, to April 30, 2004. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audit.
We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities held as of April 30, 2004 by correspondence with the custodian and
brokers; where replies were not received from brokers, we performed other
auditing procedures. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Eaton Vance Tax-Managed Dividend Income Fund at April 30, 2004, the results of
its operations, the changes in its net assets and the financial highlights for
the period from the start of business, May, 30, 2003, to April 30, 2004, in
conformity with accounting principles generally accepted in the United States of
America.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
June 17, 2004
20
<Page>
EATON VANCE TAX-MANAGED DIVIDEND INCOME FUND
MANAGEMENT AND ORGANIZATION
FUND MANAGEMENT. The Trustees of Eaton Vance Mutual Funds Trust (the Trust) are
responsible for the overall management and supervision of the Trust's affairs.
The Trustees and officers of the Trust are listed below. Except as indicated,
each individual has held the office shown or other offices in the same company
for the last five years. Trustees and officers of the Trust hold indefinite
terms of office. The "noninterested Trustees" consist of those Trustees who are
not "interested persons" of the Trust, as that term is defined under the 1940
Act. The business address of each Trustee and officer is The Eaton Vance
Building, 255 State Street, Boston, Massachusetts 02109. As used below, "EVC"
refers to Eaton Vance Corp., "EV" refers to Eaton Vance, Inc., "EVM" refers to
Eaton Vance Management, "BMR" refers to Boston Management and Research and "EVD"
refers to Eaton Vance Distributors, Inc. EVC and EV are the corporate parent and
trustee, respectively, of EVM and BMR. EVD is the Fund's principal underwriter
and a wholly-owned subsidiary of EVM.
<Table>
<Caption>
TERM OF NUMBER OF PORTFOLIOS
POSITION(S) OFFICE AND IN FUND COMPLEX
NAME AND WITH THE LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY
DATE OF BIRTH TRUST SERVICE DURING PAST FIVE YEARS TRUSTEE(1) OTHER DIRECTORSHIPS HELD
- -----------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE(S)
James B. Hawkes Trustee Since 1991 Chairman, President and Chief 197 Director of EVC
11/9/41 Executive Officer of BMR, EVC,
EVM and EV; Director of EV; Vice
President and Director of EVD.
Trustee and/or officer of 197
registered investment companies
in the Eaton Vance Fund Complex.
Mr. Hawkes is an interested
person because of his positions
with BMR, EVM, EVC and EV, which
are affiliates of the Fund.
NONINTERESTED TRUSTEE(S)
Samuel L. Hayes, III Trustee Since 1986 Jacob H. Schiff Professor of 197 Director of Tiffany &
2/23/35 Investment Banking Emeritus, Co. (specialty retailer)
Harvard University Graduate and Telect, Inc.
School of Business (telecommunication
Administration. services company)
William H. Park Trustee Since 2003 President and Chief Executive 194 None
9/19/47 Officer, Prizm Capital
Management, LLC (investment
management firm) (since 2002).
Executive Vice President and
Chief Financial Officer, United
Asset Management Corporation (a
holding company owning
institutional investment
management firms) (1982-2001).
Ronald A. Pearlman Trustee Since 2003 Professor of Law, Georgetown 194 None
7/10/40 University Law Center (since
1999). Tax Partner, Covington &
Burling, Washington, DC
(1991-2000).
Norton H. Reamer Trustee Since 1986 President, Chief Executive 197 None
9/21/35 Officer and a Director of Asset
Management Finance Corp. (a
specialty finance company serving
the investment management
industry) (since October 2003).
President, Unicorn Corporation
(an investment and financial
advisory services company) (since
September 2000). Formerly,
Chairman, Hellman, Jordan
Management Co., Inc. (an
investment management company)
(2000-2003). Formerly, Advisory
Director of Berkshire Capital
Corporation (investment banking
firm) (2002-2003). Formerly,
Chairman of the Board, United
Asset Management Corporation (a
holding company owning
institutional investment
management firms) and Chairman,
President and Director, UAM Funds
(mutual funds) (1980-2000).
Lynn A. Stout Trustee Since 1998 Professor of Law, University of 197 None
9/14/57 California at Los Angeles School
of Law (since July 2001).
Formerly, Professor of Law,
Georgetown University Law Center.
</Table>
21
<Page>
PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES
<Table>
<Caption>
TERM OF
POSITION(S) OFFICE AND
NAME AND WITH THE LENGTH OF PRINCIPAL OCCUPATION(S)
DATE OF BIRTH TRUST SERVICE DURING PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------
Thomas E. Faust Jr. President Since 2002 Executive Vice President of EVM, BMR, EVC and
5/31/58 EV; Chief Investment Officer of EVM and BMR
and Director of EVC. Chief Executive Officer
of Belair Capital Fund LLC, Belcrest Capital
Fund LLC, Belmar Capital Fund LLC, Belport
Capital Fund LLC and Belrose Capital Fund LLC
(private investment companies sponsored by
EVM). Officer of 56 registered investment
companies managed by EVM or BMR.
William H. Ahern, Jr. Vice President Since 1995 Vice President of EVM and BMR. Officer of 35
7/28/59 registered investment companies managed by
EVM or BMR.
Thomas J. Fetter Vice President Since 1997 Vice President of EVM and BMR. Officer of 127
8/20/43 registered investment companies managed by
EVM or BMR.
Michael R. Mach Vice President Since 1999 Vice President of EVM and BMR. Previously,
7/15/47 Managing Director and Senior Analyst for
Robertson Stephens (1998-1999). Officer of 27
registered investment companies managed by
EVM or BMR.
Robert B. MacIntosh Vice President Since 1998 Vice President of EVM and BMR. Officer of 127
1/22/57 registered investment companies managed by
EVM or BMR.
Duncan W. Vice President Since 2001 Senior Vice President and Chief Equity
Richardson Investment Officer of EVM and BMR. Officer of
10/26/57 43 registered investment companies managed by
EVM or BMR.
Walter A. Row, III Vice President Since 2001 Director of Equity Research and a Vice
7/20/57 President of EVM and BMR. Officer of 22
registered investment companies managed by
EVM or BMR.
Judith A. Saryan Vice President Since 2003 Vice President of EVM and BMR. Previously,
8/21/54 Portfolio Manager and Equity Analyst for
State Street Global Advisers (1980-1999).
Officer of 26 registered investment companies
managed by EVM or BMR.
Susan Schiff Vice President Since 2002 Vice President of EVM and BMR. Officer of 26
3/13/61 registered investment companies managed by
EVM or BMR.
Alan R. Dynner Secretary Since 1997 Vice President, Secretary and Chief Legal
10/10/40 Officer of BMR, EVM, EVD, EV and EVC. Officer
of 197 registered investment companies
managed by EVM or BMR.
James L. O'Connor Treasurer Since 1989 Vice President of BMR, EVM and EVD. Officer
4/1/45 of 118 registered investment companies
managed by EVM or BMR.
</Table>
<Page>
(1) Includes both master and feeder funds in a master-feeder structure.
The SAI for the Fund includes additional information about the Trustees and
officers of the Fund and can be obtained without charge by calling
1-800-225-6265.
22
<Page>
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<Page>
THIS PAGE INTENTIONALLY LEFT BLANK
<Page>
THIS PAGE INTENTIONALLY LEFT BLANK
<Page>
INVESTMENT ADVISOR AND ADMINISTRATOR OF
EATON VANCE TAX-MANAGED DIVIDEND INCOME FUND
EATON VANCE MANAGEMENT
THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MA 02109
PRINCIPAL UNDERWRITER
EATON VANCE DISTRIBUTORS, INC.
THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MA 02109
(617) 482-8260
CUSTODIAN
INVESTORS BANK & TRUST COMPANY
200 CLARENDON STREET
BOSTON, MA 02116
TRANSFER AGENT
PFPC INC.
ATTN: EATON VANCE FUNDS
P.O. BOX 9653
PROVIDENCE, RI 02940-9653
(800) 262-1122
INDEPENDENT AUDITORS
DELOITTE & TOUCHE LLP
200 BERKELEY STREET
BOSTON, MA 02116-5022
EATON VANCE TAX-MANAGED DIVIDEND INCOME FUND
THE EATON VANCE BUILDING
255 STATE STREET
BOSTON, MA 02109
THIS REPORT MUST BE PRECEDED OR ACCOMPANIED BY A CURRENT PROSPECTUS. BEFORE
INVESTING, INVESTORS SHOULD CONSIDER CAREFULLY THE FUND'S INVESTMENT
OBJECTIVE(S), RISKS, AND CHARGES AND EXPENSES. THE FUND'S CURRENT PROSPECTUS
CONTAINS THIS AND OTHER INFORMATION ABOUT THE FUND AND IS AVAILABLE THROUGH
YOUR FINANCIAL ADVISOR. PLEASE READ THE PROSPECTUS CAREFULLY BEFORE YOU INVEST
OR SEND MONEY. FOR FURTHER INFORMATION PLEASE CALL 800-225-6265.
<Page>
1857-6/04 TMDISRC
<Page>
ITEM 2. CODE OF ETHICS
The registrant has adopted a code of ethics applicable to its Principal
Executive Officer, Principal Financial Officer and Principal Accounting Officer.
The registrant undertakes to provide a copy of such code of ethics to any person
upon request, without charge, by calling 1-800-262-1122.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
The registrant's Board has designated William H. Park, Samuel L. Hayes, III and
Norton H. Reamer, each an independent trustee, as its audit committee financial
experts. Mr. Park is a certified public accountant who is the President and
Chief Executive Officer of Prizm Capital Management, LLC (investment management
firm). Previously, he served as Executive Vice President and Chief Financial
Officer of United Asset Management Corporation ("UAM") (a holding company owning
institutional investment management firms). Mr. Hayes is the Jacob H. Schiff
Professor of Investment Banking Emeritus of the Harvard University Graduate
School of Business Administration. Mr. Reamer is the President, Chief Executive
Officer and a Director of Asset Management Finance Corp. (a specialty finance
company serving the investment management industry) and is President of Unicorn
Corporation (an investment and financial advisory services company). Formerly,
Mr. Reamer was Chairman of Hellman, Jordan Management Co., Inc. (an investment
management company) and Advisory Director of Berkshire Capital Corporation (an
investment banking firm), Chairman of the Board of UAM and Chairman, President
and Director of the UAM Funds (mutual funds).
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Eaton Vance Tax-Managed Dividend Income Fund (the "Fund") is a series of Eaton
Vance Mutual Funds Trust (the "Trust"), a Massachusetts business trust. The
Trust is registered under the Investment Company Act of 1940 as an open-end
management investment company. Including the Fund, the Trust contains a total of
22 series (collectively, the "Series"). This Form N-CSR relates to the Fund's
annual report.
The Fund commenced operations on May 30, 2003. The following table presents the
aggregate fees billed to the Fund for the Fund's first fiscal year ended April
30, 2004 by the Fund's principal accountant for professional services rendered
for the audit of the Fund's annual financial statements and fees billed for
other services rendered by the principal accountant during such period.
<Table>
<Caption>
FISCAL YEARS ENDED 4/30/04
- -------------------------------------------------------
Audit Fees $ 16,871
Audit-Related Fees(1)
Tax Fees(2) 5,800
All Other Fees(3)
---------
Total $ 22,671
=========
</Table>
(1) Audit-related fees consist of the aggregate fees billed for assurance and
related services that are reasonably related to the performance of the
audit of financial statements and are not reported under the category of
audit fees.
(2) Tax fees consist of the aggregate fees billed for professional services
rendered by the principal accountant relating to tax compliance, tax
advice, and tax planning and specifically include fees for tax return
preparation.
(3) All other fees consist of the aggregate fees billed for products and
services provided by the principal accountant other than audit,
audit-related, and tax services.
<Page>
The various Series comprising the Trust have differing fiscal year ends (April
30, October 31, or December 31). In addition, the Series differ as to principal
accountant; i.e., certain Series have PricewaterhouseCoopers LLP ("PWC") as a
principal accountant and other Series have Deloitte & Touche LLP ("D&T") as a
principal accountant. The following table presents the aggregate audit,
audit-related, tax, and other fees billed to all of the Series in the Trust by
each Series's respective principal accountant for the last two fiscal years of
each Series.
<Table>
<Caption>
FISCAL YEARS 10/31/02 12/31/02 4/30/03* 10/31/03 12/31/03 4/30/04
ENDED PWC D&T PWC D&T PWC D&T PWC D&T PWC D&T PWC D&T
- ---------------------------------------------------------------------------------------------------------------------------------
AUDIT FEES $ 27,850 $ 106,284 $ 61,325 $ 48,131 $ 0 $ 0 $ 41,150 $ 135,218 $ 77,175 $ 60,955 $ 0 $ 16,871
AUDIT-RELATED
FEES(1) 0 0 0 0 0 0 0 0 0 0 0 0
TAX FEES(2) 18,620 68,900 31,190 15,500 0 0 23.735 72,900 38,605 15,800 0 5,800
ALL OTHER
FEES(3) 0 0 0 0 0 0 0 0 0 0 0 0
------------------------------------------------------------------------------------------------------------------
TOTAL $ 46,470 $ 175,184 $ 92,515 $ 63,631 $ 0 $ 0 $ 64,885 $ 208,118 $ 115,780 $ 76,755 $ 0 $ 22,671
==================================================================================================================
</Table>
(1) Audit-related fees consist of the aggregate fees billed for assurance and
related services that are reasonably related to the performance of the
audit of financial statements and are not reported under the category of
audit fees.
(2) Tax fees consist of the aggregate fees billed for professional services
rendered by the principal accountant relating to tax compliance, tax
advice, and tax planning and specifically include fees for tax return
preparation.
(3) All other fees consist of the aggregate fees billed for products and
services provided by the principal accountant other than audit,
audit-related, and tax services.
* The Fund commenced operations on May 30, 2003. The Fund is the only Series
with an April 30 fiscal year end.
(e)(1) The registrant's audit committee has adopted policies and procedures
relating to the pre-approval of services provided by the registrant's principal
accountant (the "Pre-Approval Policies"). The Pre-Approval Policies establish a
framework intended to assist the audit committee in the proper discharge of its
pre-approval responsibilities. As a general matter, the Pre-Approval Policies
(i) specify certain types of audit, audit-related, tax, and other services
determined to be pre-approved by the audit committee; and (ii) delineate
specific procedures governing the mechanics of the pre-approval process,
including the approval and monitoring of audit and non-audit service fees.
Unless a service is specifically pre-approved under the Pre-Approval Policies,
it must be separately pre-approved by the audit committee.
The Pre-Approval Policies and the types of audit and non-audit services
pre-approved therein must be reviewed and ratified by the registrant's audit
committee at least annually. The registrant's audit committee maintains full
responsibility for the appointment, compensation, and oversight of the work of
the registrant's principal accountant.
(e)(2) No services described in paragraphs (b)-(d) above were approved by the
registrant's audit committee pursuant to the "de minimis exception" set forth in
Rule 2-01(c)(7)(i)(C) of Regulation S-X.
<Page>
(f) Not applicable.
(g) The following table presents (i) the aggregate non-audit fees (i.e., fees
for audit-related, tax, and other services) billed for services rendered to all
of the Series in the Trust by each Series's respective principal accountant
(either PWC or D&T) for the last two fiscal years of each Series; and (ii) the
aggregate non-audit fees (i.e., fees for audit-related, tax, and other services)
billed for services rendered to the Eaton Vance organization by PWC and D&T for
the last two fiscal years of each Series
<Table>
<Caption>
FISCAL YEARS 10/31/02 12/31/02 4/30/03*
ENDED PWC D&T PWC D&T PWC D&T
- --------------------------------------------------------------------------------------
REGISTRANT(1) $ 18,620 $ 68,900 $ 31,190 $ 15,500 $ 0 $ 0
EATON VANCE(2) $ 0 $ 389,924 $ 0 $ 336,546 $ 0 $ 198,709
<Caption>
FISCAL YEARS 10/31/03 12/31/03 4/30/04
ENDED PWC D&T PWC D&T PWC D&T
- --------------------------------------------------------------------------------------
REGISTRANT(1) $ 23,35 $ 72,900 $ 38,605 $ 15,800 $ 0 $ 16,871
EATON VANCE(2) $ 0 $ 440,918 $ 0 $ 458,168 $ 4,490 $ 479,012
</Table>
(1) Includes all of the Series in the Trust.
(2) Various subsidiaries of Eaton Vance Corp. act in either an investment
advisory and/or service provider capacity with respect to the Series.
* The Fund commenced operations on May 30, 2003. The Fund is the only Series
with an April 30 fiscal year end.
(h) The registrant's audit committee has considered whether the provision by the
registrant's principal accountants of non-audit services to the registrant's
investment adviser and any entity controlling, controlled by, or under common
control with the adviser that provides ongoing services to the registrant that
were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is
compatible with maintaining the principal accountants' independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
Not required in this filing.
ITEM 6. SCHEDULE OF INVESTMENTS
Please see schedule of investments contained in the Report to Stockholders
included under Item 1 of this Form N-CSR.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES
Not required in this filing.
ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not required in this filing.
<Page>
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Effective February 9, 2004, the Governance Committee of the Board of Trustees
formalized the procedures by which a Fund's shareholders may recommend nominees
to the registrant's Board of Trustees. The Governance Committee shall, when
identifying candidates for the position of Independent Trustee, consider any
such candidate recommended by a shareholder of a Fund if such recommendation
contains sufficient background information concerning the candidate, and is
received in a sufficiently timely manner (and in any event no later than the
date specified for receipt of shareholder proposals in any applicable proxy
statement with respect to a Fund). Shareholders shall be directed to address any
such recommendations to the attention of the Governance Committee, c/o the
Secretary of the Fund.
ITEM 10. CONTROLS AND PROCEDURES
(a) It is the conclusion of the registrant's principal executive officer and
principal financial officer that the effectiveness of the registrant's current
disclosure controls and procedures (such disclosure controls and procedures
having been evaluated within 90 days of the date of this filing) provide
reasonable assurance that the information required to be disclosed by the
registrant has been recorded, processed, summarized and reported within the time
period specified in the Commission's rules and forms and that the information
required to be disclosed by the registrant has been accumulated and communicated
to the registrant's principal executive officer and principal financial officer
in order to allow timely decisions regarding required disclosure.
(b) There have been no changes in the registrant's internal controls over
financial reporting during the period that has materially affected, or is
reasonably likely to materially affect the registrant's internal control over
financial reporting.
ITEM 11. EXHIBITS
(a)(1) Registrant's Code of Ethics - Not applicable (please see Item 2).
(a)(2)(i) Treasurer's Section 302 certification.
(a)(2)(ii) President's Section 302 certification.
(b) Combined Section 906 certification.
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
EATON VANCE MUTUAL FUNDS TRUST (ON BEHALF OF EATON VANCE TAX-MANAGED DIVIDEND
INCOME FUND)
By: /S/ Thomas E. Faust, Jr.
------------------------
Thomas E. Faust, Jr.
President
Date: June 17, 2004
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Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /S/ James L. O'Connor
------------------------
James L. O'Connor
Treasurer
Date: June 17, 2004
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By: /S/ Thomas E. Faust, Jr.
------------------------
Thomas E. Faust
President
Date: June 17, 2004
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